CORINDUS VASCULAR ROBOTICS, INC. (Exact name of registrant as specified in its charter)

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No CORINDUS VASCULAR ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 309 Waverley Oaks Rd., Suite 105, Waltham, MA (508) (Address of principal executive offices) (Registrant s Telephone Number) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company.) Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 31(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The number of shares outstanding of the issuer s common stock as of May 7, 2018 was 188,787,381.

2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INDEX PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Unaudited Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2018 and Unaudited Condensed Consolidated Statement of Preferred Stock and Stockholders Equity for the Three Months Ended March 31, Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. Quantitative and Qualitative Disclosures about Market Risk 29 Item 4. Controls and Procedures 30 PART II - OTHER INFORMATION Item 1. Legal Proceedings 31 Item 1A. Risk Factors 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32

3 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) March 31, December 31, Assets Current Assets: Cash $ 43,951 $ 17,458 Accounts receivable 2,009 2,863 Inventories, net 3,040 2,103 Prepaid expenses and other current assets Total current assets 49,694 22,963 Property and equipment, net 1,526 1,452 Deposits and other assets Total assets $ 51,731 $ 24,566 Liabilities, preferred stock and stockholders equity Current Liabilities: Accounts payable $ 2,482 $ 2,416 Accrued expenses 3,397 3,637 Customer deposits Deferred revenue Current portion of capital lease obligation Total current liabilities 6,362 6,534 Long-term liabilities: Deferred revenue, net of current portion Long-term capital lease obligation, net of current portion Other liabilities Long-term debt 11,482 Warrant liability 180 Total long-term liabilities 12, Total liabilities 18,480 7,051 Commitments and Contingencies Preferred stock: Series A convertible preferred stock, $ par value; 1,000,000 shares designated issued and outstanding at March 31, 2018 and none designated, issued or outstanding at December 31, ,564 Series A-1 convertible preferred stock, $ par value; 1,000,000 shares designated and none issued and outstanding at March 31, 2018 and none designated, issued or outstanding at December 31, Total preferred stock 20,689 Stockholders equity: Preferred stock, $ par value; 10,000,000 shares authorized; 2,000,000 shares designated at March 31, 2018 and none designated, issued or outstanding at December 31, 2017 Common stock, $ par value; 250,000,000 shares authorized; 188,782,041 shares issued and outstanding at March 31, 2018 and 188,764,851 shares issued and outstanding at December 31, Additional paid-in capital 202, ,337 Accumulated deficit (190,451) (180,841) Total stockholders equity 12,562 17,515 Total liabilities, preferred stock and stockholders equity $ 51,731 $ 24,566 The accompanying notes are an integral part of the condensed consolidated financial statements. 3

4 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share amounts) Three Months Ended March 31, Revenue $ 1,485 $ 777 Cost of revenue 1,929 1,892 Gross loss (444) (1,115) Operating expenses: Research and development 2,135 2,564 Selling, general and administrative 7,455 6,072 Total operating expense 9,590 8,636 Operating loss (10,034) (9,751) Other income (expense) Warrant revaluation 30 Interest, net (46) (134) Total other income (expense), net (16) (134) Net loss $ (10,050) $ (9,885) Accretion of beneficial conversion feature of Series A preferred stock (5,236) Accrued dividends on Series A preferred stock (125) Net loss attributable to common stockholders $ (15,411) $ (9,885) Net loss per share attributable to common stockholders--basic and diluted $ (0.08) $ (0.07) Weighted-average common shares used in computing net loss per share attributable to common stockholders--basic and diluted 188,771, ,880,187 Comprehensive loss: Net loss $ (10,050) $ (9,885) Comprehensive loss $ (10,050) $ (9,885) The accompanying notes are an integral part of the condensed consolidated financial statements. 4

5 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PREFERRED STOCK AND STOCKHOLDERS EQUITY (In thousands, except share and per share amounts) Preferred Stock Common Stock $ Par Value Additional Paid-in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance at December 31, ,764,851 $ 19 $ 198,337 $ (180,841) $ 17,515 Cumulative effect of a change in accounting principles Stock-based compensation expense Issuance of Series A preferred stock in in connection with private placement, net of issuance costs of $329 1,000,000 20,564 Issuance of warrants in connection with private placement 4,108 4,108 Beneficial conversion feature of ) Series A preferred stock (5,236 5,236 5,236 Accretion of beneficial conversion feature of Series A preferred stock 5,236 (5,236) (5,236) Accrued dividends on Series A preferred stock 125 (125) (125) Issuance of common stock upon vesting of restricted stock units 17,190 Net loss (10,050) (10,050) Balance at March 31, ,000,000 $ 20, ,782,041 $ 19 $ 202,994 $ (190,451) $ 12,562 The accompanying notes are an integral part of the condensed consolidated financial statements. 5

6 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended March 31, Operating activities Net loss $ (10,050) $ (9,885) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Stock-based compensation expense Accretion of interest expense Write down of inventories Warrant liability revaluation (30) Changes in operating assets and liabilities: Accounts receivable 854 (12) Due from related party 250 Prepaid expenses and other current assets (117) 52 Inventories (1,325) (1,166) Deposits and other assets 11 (1) Accounts payable, accrued expenses, and other liabilities (309) (316) Customer deposits 2 2,000 Deferred revenue Net cash used in operating activities (9,909) (7,770) Investing activities Purchase of property and equipment (41) (20) Net cash used in investing activities (41) (20) Financing activities Proceeds from issuance of Series A preferred stock and warrants, net of offering costs 24,809 Proceeds from issuance of long-term debt and warrants, net of deferred financing costs and discounts 11,645 Payments on capital lease obligation (11) Proceeds from issuance of common stock, net of issuance costs 45,005 Payments on debt (1,169) Net cash provided by financing activities 36,443 43,836 Net increase in cash and cash equivalents 26,493 36,046 Cash and cash equivalents at beginning of period 17,458 9,183 Cash and cash equivalents at end of period $ 43,951 $ 45,229 Supplemental Disclosure of Cash Flow Information: Fair value of warrants issued with Series A Preferred Stock $ 4,162 $ Fair value of warrants issued with long-term debt $ 210 $ Transfer from inventories to property and equipment in the field $ 196 $ 125 Deferred offering costs in accounts payable and accrued expenses $ 138 $ 394 Financing costs in accounts payable and accrued expenses $ 19 $ Interest paid $ 27 $ 89 The accompanying notes are an integral part of the condensed consolidated financial statements. 6

7 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Note 1 Nature of Operations The Company Corindus Vascular Robotics, Inc. (the Company ), a Delaware corporation, has corporate headquarters, manufacturing, and a research and development facility in Waltham, Massachusetts and the Company is engaged in the design, manufacture and sale of precision vascular robotic-assisted systems ( CorPath System ) for use in interventional vascular procedures. The Company s future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing its technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, its ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes affecting medical procedure reimbursement, and overall economic conditions in the Company s target markets. Liquidity On March 16, 2018, the Company closed on a private placement of convertible preferred stock for net proceeds of $24,671. The preferred stock is convertible into an aggregate of 20,000,000 shares of common stock, and is entitled to receive non-compounding dividends in additional shares of preferred stock, at the rate of 12% per annum, subject to reduction in the event certain milestones are achieved. The preferred stock purchasers were also issued warrants to purchase an aggregate of 8,750,000 shares of common stock at an exercise price of $1.40 per share, exercisable either for cash or on a cashless basis. See Note 5 for further details. On March 16, 2018, the Company completed a financing arrangement with two lenders which provides for borrowings of up to $26,000 in the form of up to $23,000 in term loans and up to a $3,000 revolving line-of-credit through March The Company received $11,626 in net proceeds under the term loan facility and $0 in principal outstanding under the revolving loan facility. An additional $5,500 in term loans may become available in the future provided the Company has achieved a specified gross profit milestone prior to January 1, 2019, and an additional $5,500 may become available provided the Company receives net cash proceeds of $30,000 from a future sale of the Company s equity securities prior to July 1, 2019 and achieves a specified gross profit milestone prior to September 1, Until such time that the Company achieves the specified criteria, the additional term loans are not available to the Company. The Company can provide no assurance that it will achieve the gross profit or equity financing milestones that will trigger the Company s ability to further draw the term loan facility. The revolving line-of-credit also has various clauses which restrict its availability and for which the Company currently does not meet such restrictions. See Note 4 for additional details. 7

8 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The Company has incurred losses since inception and has funded its cash flow deficits primarily through the issuance of capital stock and debt. As of March 31, 2018, the Company had an accumulated deficit of $190,451. As of March 31, 2018, the Company had cash of $43,951 and working capital of $43,332. The Company anticipates that these available resources will be sufficient to meet its cash requirements for at least the next 12 months from May 15, 2018 ( evaluation period ). However, the Company s historical and originally projected cash flow needs during the evaluation period raises substantial doubt about the Company s ability to continue as a going concern through the evaluation period. In order to ensure that its existing resources on hand are adequate through the evaluation period, management has developed cost cutting measures which it began to implement subsequent to the first quarter of These cost cutting initiatives include reduced spending on items including headcount, consulting, travel, marketing and other discretionary items, and the delay of certain capital expenditures. The reduction in headcount undertaken in the second quarter of 2018 is expected to result in costs and cash expenditures estimated at approximately $300, substantially all of which are related to employee severance and benefits costs, and the Company anticipates estimated annualized savings in personnelrelated costs of approximately $4,800 beginning in the third quarter of The Company has evaluated whether or not its cash on hand would be sufficient to sustain projected operating activities through the evaluation period as required by Accounting Standards Codification (ASC) Disclosure of Uncertainties About an Entity s Ability to Continue as a Going Concern. Based on its updated forecasts of annual cash flow deficits, which are estimated to be approximately $29,000 to $31,000 per year, the Company anticipates that these resources will be sufficient to meet the Company s cash requirements during the evaluation period. However, if the Company is unable to substantially achieve its operating plans, the Company s existing capital resources at March 31, 2018 would not be sufficient to support the current operating plan through the evaluation period. Under current accounting standards, since the Company s contingency plans to mitigate the risk and extend cash resources through the evaluation period are not considered probable, substantial doubt exists about the Company s ability to continue as a going concern. Due to the inherent uncertainty in predicting revenues and certain variable costs, the Company has considered its ability to reduce cash flow deficits and has determined that if it does not achieve its revenue forecast, the Company would undertake the following activities to reduce its cash flow deficits: Defer or limit some or all of its spending on capital equipment on CorPath Systems to be used in marketing and training activities that were otherwise planned for 2018; eliminate or defer the 2018 discretionary bonus payouts for all bonus eligible employees including executive management; and further reduce spending on travel, clinical programs and prototypes. The Company believes its current plan and any other future required plans can be effectively implemented as all of the actions are within its control and will be finalized and will be able to be effectively implemented, if required. However, such contingency actions have not been finalized (because the specifics would depend on the situation at the time); therefore, these and other such actions are also not considered probable for purposes of current accounting standards. As the Company continues to incur losses, its transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. The Company may never achieve profitability, and unless and until doing so, the Company intends to fund future operations through additional non-dilutive or dilutive financings. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, if at all. Note 2 Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company s financial statements for interim periods in accordance with accounting principles generally accepted in the United States ( U.S. GAAP ). The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the accompanying notes included in the Company s Annual Report on Form 10-K for the year ended December 31, 2017 ( 2017 Form 10-K ). The Company s accounting policies are described in the Notes to Consolidated Financial Statements in the 2017 Form 10-K and are updated, as necessary, in this Form 10-Q. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. 8

9 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Corindus, Inc. and Corindus Security Corporation. All intercompany transactions and balances have been eliminated in consolidation. The functional currency of both wholly-owned subsidiaries is the U.S. dollar and, therefore, the Company has not recorded any currency translation adjustments. In the fourth quarter of 2014, the Company participated in the formation of a not-for-profit, which was established to generate awareness of the health risks linked to the use of fluoroscopy in hospital catheterization. As of March 31, 2018, the Company s Chief Executive Officer and one of its senior executives represented two of the four voting members of the board of directors of the entity. As a result, under the voting model used for the consolidation of related parties, which are controlled by a company, the Company has consolidated the financial statements of the entity, and recognized expenses of $5 and $12 for the three months ended March 31, 2018 and 2017, respectively, and other income of $0 and $15 for the three months ended March 31, 2018 and 2017, respectively. The entity had assets and liabilities of $6 and $1 respectively, on the Company s condensed consolidated balance sheet at March 31, 2018 and assets and liabilities of $15 and $7 respectively, on the Company s balance sheet at December 31, Segment Information The Company operates in one business segment, which is the development, marketing and sales of robotic-assisted vascular interventions. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, the chief operating decision maker has made such decisions and assessed performance at the company level, as one segment. The Company s chief operating decision maker is the Chief Executive Officer. Use of Estimates The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to revenue recognition, inventory valuation, assumptions used in the valuation of the Company's preferred stock and warrants, valuation of stock-based awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Significant Customers The table below sets forth the Company s customers that accounted for greater than 10% of its revenues for the three-month periods ended March 31, 2018 and 2017, respectively: Three months ended March 31, Customer A 47% 33% B 34% 1% C % 33% 9

10 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Customers A and B accounted for 36% and 25%, respectively, of the Company s accounts receivable balance at March 31, 2018 while one other customer accounted for 25% of the Company s accounts receivable balance at March 31, Given the current revenue levels, in a period in which the Company sells a system, that customer is likely to represent a significant customer. Revenues from domestic customers were $1,431 and $753 for the three months ended March 31, 2018 and 2017, respectively. Revenues from international customers were $54 and $24 for the three months ended March 31, 2018 and 2017, respectively. Off-Balance Sheet Arrangements The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts, or other hedging arrangements. Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company generally defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. At March 31, 2018, the Company had one item, its warrant liability, measured at fair value on a recurring basis. At December 31, 2017, the Company had no assets that were measured at fair value on a recurring basis. The warrant liability relates to warrants to purchase shares of the Company s common stock that were issued to the Company s lenders in connection with a debt financing arrangement executed on March 16, 2018 (see Note 4). The fair value of these warrants was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In order to determine the fair value of these warrants, the Company utilized a Monte-Carlo simulation in combination with a Black-Scholes option model. Estimates and assumptions impacting the fair value measurement include the fair value of the underlying shares of common stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield, expected volatility of the price of the underlying preferred stock and management s assessment of the probability of additional borrowing on the credit facility. Due to the available public market information for the Company s common stock for only a limited period of time, the Company estimates its expected stock volatility based on the historical volatility of publicly traded guideline companies for a term equal to the estimated remaining contractual term of the warrants. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company estimated no expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. The Company also estimated the number of shares issuable under the warrant based upon its assessment of the timing and amounts of future advances drawn under the financing arrangement. 10

11 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The assumptions that the Company used to determine the fair value of these warrants are as follows: March 16, 2018 (Date of Issuance) March 31, 2018 Volatility 75% to 83% 75% to 83% Risk-free interest free 2.8% 2.7% Estimate term (in years) 8.5 to to 10 The following table sets forth a summary of changes in the fair value of the Company s common stock warrant based on Level 3 inputs: Balance at December 31, 2017 $ Issuance of warrants in connection with debt financing arrangement 210 Revaluation of warrants (30) Balance at March 31, 2018 $ 180 The Company s financial instruments of deposits and other assets are carried at cost and approximate their fair values given the liquid nature of such items. The fair value of the Company s long-term debt and capital lease obligation approximates their carrying values due to their recent negotiation and variable market rate for the long-term debt. Cash Equivalents The Company considers highly liquid short-term investments, which consists of money market funds, to be cash equivalents. From time to time, the Company s cash balances may exceed federal deposit insurance limits. Inventories Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. The Company routinely monitors the recoverability of its inventory and records the lower of cost or net realizable value reserves based on current selling prices and reserves for excess and obsolete inventory based on historical and forecasted usage, as required. Scrap and excess manufacturing costs are charged to cost of revenue as incurred and not capitalized as part of inventories. The Company only capitalizes pre-launch inventories when purchased for commercial use and it deems regulatory approval to be probable. Customer Deposits Customer deposits represent cash received from customers for whom related products have not been delivered or services have not yet been performed. Revenue from Contracts with Customers Adoption of ASC Topic 606, Revenue from Contracts with Customers The Company adopted Topic 606 on January 1, 2018, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for 2018 reflect the application of Topic 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605), which is also referred to herein as legacy GAAP or the previous guidance. The adoption of Topic 606 resulted in a cumulative impact of $353 related to revenue and $87 related to capitalized contract costs as of adoption date. The adoption of Topic 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company s products to its customers and will provide financial statement readers with enhanced disclosures. 11

12 Financial Statement Impact of Adopting Topic 606 CORINDUS VASCULAR ROBOTICS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of December 31, 2017, was recorded as an adjustment to accumulated deficit as of the adoption date. As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to accounts on the condensed consolidated balance sheet as of January 1, 2018: As Reported at December 31, 2017 Adjustments Due to Topic 606 Balance at January 1, 2018 Assets: Prepaid expenses and other current assets $ 539 $ 38 $ 577 Deposits and other assets $ 151 $ 321 $ 472 Liabilities: Deferred revenue $ 339 $ (68) $ 271 Deferred revenue, net of current portion $ 342 $ (13) $ 329 Stockholders equity: Accumulated deficit $ (180,841) $ 440 $ (180,401) The following tables compare the reported condensed consolidated balance sheet and statement of operations, as of and for the three months ended March 31, 2018, to the pro-forma amounts as if the previous guidance had been in effect: As of March 31, 2018 Pro-forma as if the previous guidance Balance Sheet As reported was in effect Assets: Prepaid expenses and other current assets $ 694 $ 625 Deposits and other assets $ 511 $ 191 Liabilities: Deferred revenue $ 337 $ 377 Deferred revenue, net of current portion $ 273 $ 269 Stockholders' Equity: Accumulated deficit $ (190,451) $ (190,875) Three months Ended March 31, 2018 Pro-forma as if the previous guidance Statement of Operations As reported was in effect Revenue $ 1,485 $ 1,496 Selling, general and administrative 7,455 7,450 Net loss $ (10,050) $ (10,034) Net loss attributable to common stockholders $ (15,411) $ (15,395) Net loss per share attributable to common stockholders-basic and diluted $ (0.08) $ (0.08) The most significant impact was the recognition pattern for promised goods and services related to the Company s service plans. The new standard requires revenues to be estimated and recognized upon transfer of the promised goods and services, which resulted in a cumulative adjustment of approximately $353. Under the new standard, the Company was able to recognize limited revenues upon delivery of certain promised goods, prior to the customers being invoiced based on the contractual arrangement with the Company. Specifically, the Company sells certain extended service plans which may include a specified upgrade or an unspecified upgrade right. Under legacy GAAP, the Company recognized revenue for service plans ratably over the term of the services to be provided. Under the new standard, the Company concluded that the service plans and upgrade rights were distinct performance obligations, and therefore would be recognized as the individual components of the service were delivered. The Company determined that the service component of the plans would continue to be recognized ratably over the term of the agreement, whereas the unspecified upgrade component would be recognized ratably over the term of the unspecified upgrade right, and the specified upgrade component would be recognized at a point in time upon delivery. The change in the timing of revenue recognition is primarily related to the impact associated with the accelerated recognition of specified upgrades. Another impact relates to the requirement to capitalize incremental costs to acquire new contracts, which consist of sales commissions. During previous periods, these costs were expensed as incurred. Adoption of the new standard resulted in the

13 capitalization of $87 of such incremental costs. 12

14 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Revenue Recognition The Company generates revenues primarily from the sale of the CorPath System, CorPath Cassettes, accessories and service contracts. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: (i) identifies the contract with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which it expects to be entitled. Variable consideration is included in the transaction price if, in the Company s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company's anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. The Company does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. For contract where the period between performance and payment is greater than one year, the Company assesses whether a significant financing component exists, by applying a discount rate to the expected cash collections. If this difference is significant, the Company will conclude that a significant financing component exists. The Company identified a small number of contracts where the period between performance and payment was greater than one year; however, none of the Company's contracts contained a significant financing component as of March 31, Contracts that are modified to account for changes in contract specifications and requirements are assessed if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Services are expected to be delivered to the customer throughout the term of the contract and the Company believes recognizing revenue ratably over the term of the contract best depicts the transfer of value to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. The Company enters into certain contracts that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. These performance obligations may include installation, training, maintenance and support services, and cassettes. The Company allocates the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract. For all performance obligations, the Company determines the revenue for each deliverable based on its relative selling price in the contract and recognizes revenue upon delivery of the product or service, assuming all other revenue recognition criteria have been met. Revenue for equipment is recognized when the equipment has been delivered, and installation and training have been completed. Revenue for cassettes and option equipment is recognized when the goods have been delivered. Revenue for maintenance and support services is recognized ratably over the term of the service contract. 13

15 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Contract Assets Contract assets include unbilled amounts for primarily maintenance and support service and future cassette purchases where revenue recognized exceeds the amount billed to the customer, and the Company's right to bill is not until the maintenance and support service period commence or the cassettes are delivered. Amounts may not exceed their net realizable value. Short-term contract assets are included in prepaid expenses and other current assets on the Company's consolidated balance sheets in Long-term contract assets are included in deposits and other assets on the Company's consolidated balance sheets in Deferred Commissions The Company s incremental direct costs of obtaining a contract, which consist of sales commissions, are deferred and amortized over the period of contract performance. Applying the practical expedient, the Company recognizes sales commission expense when incurred if the amortization period of the assets that it otherwise would have recognized in one year or less. At March 31, 2018 and January 1, 2018, the Company had $82 and $87 of deferred commissions, respectively. The Company had $5 of amortization expense related to deferred commissions during the three months ended March 31, These costs are included in Selling, general and administrative expenses. Contract Liabilities The Company contract liabilities consist of advance payments and billings in excess of revenue recognized (deferred revenue and customer deposits). The Company contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. In order to determine revenue recognized in the period from contract liabilities, the Company first allocates revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, the Company assumes all revenue recognized in the reporting period first applies to the beginning contract liability as opposed to a portion applying to the new advances for the period. Disaggregation of Revenue The following table summarizes revenue by revenue source for the three-month period ended March 31, 2018: Major Products/Service Lines Q Product revenue $ 1,381 Service revenue 104 Total $ 1,485 Product Revenue Timing of Revenue Recognition Q Products transferred at a point in time 1,381 Services transferred over time $ 104 Total $ 1,485 The Company generates revenue through the commercial production and sale of precision vascular robotic-assisted systems, the single-use accessories used in conjunction with such systems. Revenue from the sale of products is recognized at a point in time when the customer obtains control of the product. The Company recognizes system revenue when the CorPath System is delivered and installed, and accepted by the end user customer. The Company recognized cassette revenue when the related cassettes have been delivered to the end customer. All costs related to product sales are recognized at time of delivery. The Company does not provide for rights of return to customers on product sales and, therefore, does not record a provision for returns. 14

16 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Service Revenue Revenue generated from the maintenance and support service contracts is typically recognized ratably over the term of the service contract. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of performance. Amounts received prior to satisfying the related performance obligations are recorded as deferred revenue in the accompanying balance sheets. Transaction Price Allocated to Future Performance Obligations Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, The guidance provides certain practical expedients that limit this requirement and, therefore, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less and (2) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of March 31, 2018: Less than 1 year Greater than 1 year Total Product revenue $ 247 $ 341 $ 588 Service and other revenue ,259 Total $ 751 $ 1,096 $ 1,847 Contract Balances from Contracts with Customers Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract liabilities consist of deferred revenue and customer deposits. The following table presents changes in contract assets and contract liabilities during the three months ended March 31, 2018: Balance at Beginning of Period Additions Subtractions Balance at End of Period Three months ended March 31, 2018: Contract assets $ 359 $ 25 $ (5) 379 Contract liabilities: Deferred revenue $ 600 $ 90 $ (80) 610 Customer deposits $ 93 $ 2 $ 95 During the three months ended March 31, 2018, the Company recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods (in thousands): Three months ended March 31, 2018 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 80 Performance obligations satisfied in previous periods $ The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. 15

17 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain or Fulfill a Customer Contract Prior to the adoption of Topic 606, the Company expensed incremental commissions paid to sales representatives for obtaining product sales as well as service contracts. Under Topic 606, the Company currently capitalizes these incremental costs of obtaining customer contracts unless the capitalization and amortization of such costs are not expected to have a material impact on the financial statements. Capitalized commissions are amortized based on the transfer of the products or services to which the assets relate. Applying the practical expedient in paragraph ASC , the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Warrants to Purchase Common Stock The Company reviews the terms of warrants issued in connection with the applicable accounting guidance and classifies warrants as a long-term liability on the consolidated balance sheets if the warrant does not meet the equity criteria when the number of shares issuable are variable. Warrants to purchase shares of common stock issued in connection with the Company s long-term debt agreement met these criteria because the number of shares will vary with additional draws on the debt and therefore required liability-classification. Liability-classified warrants are subject to re-measurement at each balance sheet date, and any change in fair value is recognized as a component of other income (expense) in the consolidated statements of operations. The Company estimated the fair value of these warrants at issuance and each balance sheet date thereafter using the Black-Scholes Model based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. The Company classifies warrants within stockholders equity on the consolidated balance sheets if the warrants are considered to be indexed to the Company s own capital stock, and otherwise would be recorded in stockholders equity. Warrants to purchase common stock issued in connection with the Company s private placement of convertible preferred stock met these criteria and therefore were equity classified. The table below is a summary of the Company s warrant activity during the three months ended March 31, 2018: Number of Warrants Weighted-average exercise price Outstanding at December 31, ,028 $ 1.41 Granted 8,891, Exercised Expired Outstanding at March 31, ,246,315 $ 1.40 Stock-Based Compensation The Company recognizes compensation costs resulting from the issuance of service stock-based awards to employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock award. The awards issued to date have primarily been stock options with service-based vesting periods over two or four years, restricted stock units with service-based vesting periods of one year, and shares of unrestricted common stock. During 2016, the Company also issued certain stock-based awards that contain both performance and service-based vesting conditions which vested over 25 months. The Company records expense on these awards when it becomes probable that the performance condition and requisite service will be met. The Company recognizes compensation costs resulting from the issuance of stock-based awards to non-employees as an expense in the consolidated statements of operations over the service period based on a measurement of fair value for each stock award at each performance date and period end. Upon vesting of the restricted stock units, the Company issues shares of its common stock which have a required holding period of 36 months from the date of grant of the restricted stock unit. As a result, the Company values the restricted stock units based on the closing price of the Company s common stock on the date of grant less a discount for lack of marketability during the holding period. Research and Development Costs for research and development are expensed as incurred. Research and development expense consists primarily of salaries, salary-related expenses and costs of contractors and materials. Cash receipts from collaboration agreements accounted for under ASC 808, Collaborative Arrangements, are netted against the related research and development expenses in the period received and totaled $145 for the three months ended March 31, There were no such items during the three months ended March 31,

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